As Pete and Myka search the ruins, Pete vows to kill MacPherson. They find Artie's glasses, and then see some electrical storm and something forming out of the ashes. Pete says that he's getting a good vibe, and they watch as Artie reforms. They hug him and Artie shows them the Phoenix. They realize that someone will die because it saved Artie, and Pete starts to choke, after Artie and Myka freak out, Pete then clears his throat and realizes that he's okay, that he is only choking on the ashes of the original Artie.

At the Warehouse, Artie, Pete, and Myka hears a crash upstairs. They go out and discover that Mrs. Frederic's car has hit the side of the building. They watch as it explodes, and then spot her lying nearby.

On a hill overlooking the Warehouse, MacPherson watching believes that Mrs. Frederic has died. Leena emerges from an emergency tunnel with the person she rescued. She turns the person over to MacPherson and leaves, and MacPherson welcomes the escapee as an old friend.

Artie gets Mrs. Frederic to a military hospital. As he watches over her, she wakes up and warns him that MacPherson is playing a long game. Artie then wakes up and realizes that she was leaving him a message in his dream.

At the Warehouse office, Pete and Myka work with Leena and review the security footage showing that Claudia is apparently the traitor. Pete doesn't believe it but Myka isn't so sure. Meanwhile, Leena has a brief vision of Claudia overlaid on herself in a mirror. Artie arrives and tells them that Claudia is heading for Cern, Switzerland, and the nuclear research facility where her brother works. Artie figures Claudia is heading there because she has nowhere else to go. Artie prepares to leave for Cern and tells Myka and Pete to stay and check out the Warehouse to determine what MacPherson did. He suggests they start in the Bronze Sector and maybe they can figure out where MacPherson is.

Pete and Myka scan the Warehouse and discover that another bronzed prisoner was debronzed. They check the log and determine that two people were in fact debronzed, someone else as well as MacPherson. They check and learn that the second prisoner was H.G. Wells. Back in the office, Leena states that H.G. Wells isn't on the list of prisoners, and Pete wonders why he would be locked up with the worst villains in history. Myka comes in with Wells' novels from the Warehouse Library. They check the records and discover that the H.G. Wells home museum in London was broken into three months ago. They figure MacPherson plans to ask H.G. Wells himself for what he's looking for, and Pete suggests they go to London. Myka reluctantly agrees and they're off.

In Switzerland, Claudia makes contact with her brother, Joshua, and explains that MacPherson was Joshua's professor in college. She explains that MacPherson is a bad guy and hints that she may be as well. She says she will be coming in anytime soon. As she cuts out, Dr. LeFevre comes in and tells Joshua he's raised his clearance level and needs help removing something from the lab. "LeFevre" steps out and sees the real Dr. LeFevre, and MacPherson removes the thimble he used to disguise himself and then goes into the lab.

Pete and Myka arrive at the Wells Museum and Myka notices that there is an Edward Prendick on the sign-in log. She realizes that it's the name of the scientist from The Island of Dr. Moreau. As they go in, Peter flirts briefly with a woman. They go to see the actor performing as Wells, and Pete assumes he's the real thing because he may be hiding in plain sight. They soon realize that Pete is wrong, but Pete insists he's still getting vibes.

Claudia arrives in Switzerland at the train station, and suspects that someone is following her. She ducks into an alleyway and ambushes her pursuer, and discovers that it's Artie.

Once Pete and Myka get everyone out of the museum, they figure that Wells has already come and gone and search the place for clues.

As she lies in a coma, Mrs. Frederic recollects everything that happened with Claudia and Leena, and then wakes up and realizes that Leena is the traitor.

Myka goes through newspaper clippings of Wells while Pete hears someone trying the door and investigates with his Tesla. It's the woman from earlier, Helena, and they start flirting again.

Claudia asks why Artie followed her, and he says that he wasn't going to let her go. He assures her that he's fairly sure she's not the double-agent. When she reminds him that MacPherson posed as Dr. Reynolds, Artie realizes that Reynolds is the man who recruited Joshua to work at the facility in Cern.

Pete and Helena kiss. Meanwhile, Artie calls Myka and asks for an update. When she tells him they're tracking H.G. Wells, Artie tells her something important.

Pete gets a vibe and starts to move away from Helena. Myka arrives and tells Pete that Artie informed her that H.G. Wells is in fact a woman. Helena grabs Pete's Tesla and takes him hostage, and she explains that she met Nikola Tesla and apprenticed at Warehouse 12. They manage to distract Helena with Pete's cell phone ringer of Cookie Monster singing his signature song, take her prisoner, and tie her up. She explains that she was conscious the entire time she was bronzed which comes as a shock to them, and they ask why she came there. Helena finally directs them to a hidden compartment that contains a notably, "steampunk-y" vest. However, they set up off a trap and are flung to the ceiling.

Helena frees herself and explains that she is not affected due to her specially made, magnetic boots. She implies that she was bronzed because her ideas posed a threat to the established order, and that she used her brother, Charles, to pose as the writer of her books.

Artie and Claudia arrive at the nuclear facility and Artie warns that the anti-matter facility is somewhere within. They spot Joshua, who is bringing out a suitcase of anti-matter. As Claudia runs to her brother, Artie notices the thimble on "Dr. LeFevre's" finger and realizes that it is in fact MacPherson in disguise. MacPherson accuses Artie of being a terrorist to delay him with the security guards, while Artie warns Claudia to look at his hand. She pulls the thimble off of MacPherson changing him back to himself, and he shoves Joshua off a balcony as a distraction to make his escape.

Myka figures that Helena used Cavorite to generate the anti-gravity field. Pete shoves the Tesla into a ceiling lamp and disrupts the field. Artie calls them and they compare notes, while the EMTs confirm that Joshua is okay. They try to figure out what Helena is up to, and Claudia checks the Warehouse files about Wells' unaccounted belongings. One of them is the Imperceptor Vest, which makes the wearer fast enough to be imperceptible. However, it requires a very small but powerful energy source, and Artie figures she wants the anti-matter, so they can get into the Escher Vault, where the personal effects of all of the bronzed prisoners are kept. Artie realizes that MacPherson has lured them away to make the Warehouse empty, and they realize that if Claudia isn't the double-agent, that leaves Leena.

Leena returns to Leena's Bed and Breakfast and finds Mrs. Frederic waiting for her there. Mrs. Frederic asks where she was when the Warehouse exploded, and realizes that Leena has been having lapses and blackouts. She looks into Leena's eyes and gets a brief flash, and chokes her unconscious. A small white pearl falls out of Leena's ear. Mrs. Frederic then wakes her up and explains choking her was the only way to remove the Pearl of Wisdom. MacPherson planted it there over a month ago, and then used it to control Leena. Freed of the pearl's influence, Leena remembers freeing MacPherson and using the thimble to frame Claudia.

MacPherson and Wells break into the Warehouse and she dons the vest, puts in its power source, and prepares to enter the Escher Vault. MacPherson assures her that he's left a few diversions for Artie and the agents. Wells successfully activates the vest and they open the vault door. MacPherson warns that an agent was lost in the vault 20 years ago, and Wells enters.

As Artie and Claudia make their way through the Warehouse, he explains that the Escher Vault is filled with rapidly shifting walls and floors, but the vest will let Helena bypass the defenses. They notice the smell of fudge and Arte tosses a tennis ball ahead. Space appears to rift as the tennis ball and the surrounding area explodes and Artie explains that MacPherson has planted chameleon mines. As they try to find an alternate route, Artie realizes that MacPherson may have anticipated him turning around. Claudia spots Dante Alighieri's Death Mask in the wrong spot, and Artie throws a crumbled sheet of paper ahead and sets off a flame trap. They're boxed in and Claudia suggests they have to climb up 20 levels to bypass the flames.

At Artie's office, Pete and Myka read the note Artie left them and move out, but and they decide to use the zip-line to get across the Warehouse. Artie and Claudia watch as they pass overhead.

Wells returns with what they came there for, and states that she left the vest behind because it was spent. She starts to kiss him and then puts his hand behind him as Pete sneaks up and handcuffs him. "Helena" removes the thimble to reveal she's Myka. Artie and Claudia arrive, and MacPherson offers to tell them the plan in return for his freedom. Helena arrives and cuts off the crystals from MacPherson's neck, causing the substance injected in him to react with the painite in the Warehouse itself to turn his blood to acid. Helena flees and MacPherson explains that he put the Phoenix in Artie's pocket so he'd survive but see the darkness that lies beyond death. Artie tells him that he saw a glorious light filled with hope and MacPherson realizes that he's been wrong all along. With that admission, he disintegrates in his former partner's arms.

Later, the team regroups at Leena's Bed and Breakfast and Artie insists they need to recapture Wells. Meanwhile, Claudia isn't happy that Leena framed her. Artie tells Claudia to go easy on her, and gives her the Farnsworth that belonged to Philo Farnsworth himself. However, he insists she still isn't an agent. Claudia thanks him for believing in her and hugs him, and Artie quickly leaves.

At the Warehouse, Mrs. Frederic and Artie check the Escher Vault to see what was stolen. She uses a key to reveal a secret compartment containing goggles that let them navigate the maze. At the center, they discover a few items missing: her compact, locket, and ring.

At a coffee shop, Wells contemplates her locket and then continues working on some schematics. A man asks her what she's working on, and Wells says it's something she's been thinking about for a very long time.[1]

H.G. Wells' Imperceptor Vest: Allows super-speed in the wearer; essentially causing one to be "imperceptible" to the naked eye. Requires a small and very powerful energy source, such as anti-matter. It is the main artifact of the episode.

Cavorite: Has anti-gravity properties.

Pearl of Wisdom: When implanted in a person's ear, the pearl roots itself in the victim's brain and becomes susceptible to the planter's mental suggestions and commands. Symptoms include intense nightmares and black-outs.

Chameleon Mines: Mines that blend in with the environment. Only conspicuous through the smell of fudge they emanate.

The Escher Vault: A vast, endless labyrinth of rotating, shifting pathways and staircases, responsible for holding the personal effects of people held in the Bronze Sector. The maze is only navigable by using custom-made goggles or being fast enough to traverse the vault, such as by using the Imperceptor Vest.

Escher Vault Goggles: Specially made goggles that allows one to easily travel through the Escher Vault.

Claudia: If I had a Farnsworth, you easily could have called me.Artie: Why call, when I can fly 5,000 miles? In coach!

”

“

Artie: [rubbing his head] What did you hit me with?Claudia: Nothing. My hand. [moves a wooden baluster off to the side with her foot]Some time later, Artie tries to put on his hat and wincesArtie: [accusingly] That was not your hand.Claudia: No, it wasn't.

”

“

Myka: Edward Prendick. From the Island of Doctor Moreau?Pete gives her a blank lookMyka: You would know him as Marlon Brando.Pete lights up in recognition